-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WqGjnrQg9fcuwbMnRVekYfxbqnQ/vo7NYj4JO0dFLf0owXkCUpvZwJkGkaGQ3gzF sTDeEJiY+CwMuZUYy6PCYQ== 0000919574-06-004824.txt : 20061201 0000919574-06-004824.hdr.sgml : 20061201 20061201124155 ACCESSION NUMBER: 0000919574-06-004824 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTSCHALKS INC CENTRAL INDEX KEY: 0000790414 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 770159791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38092 FILM NUMBER: 061250301 BUSINESS ADDRESS: STREET 1: 7 RIVER PARK PL E STREET 2: P O BOX 28920 CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 2094348000 MAIL ADDRESS: STREET 1: 7 RIVER PARK PLACE EAST STREET 2: P O BOX 28920 CITY: FRESNO STATE: CA ZIP: 93720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEFIANCE ASSET MANAGEMENT FUND LP CENTRAL INDEX KEY: 0001273927 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 FRONT STREET STREET 2: SUITE 920 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 610-940-5036 MAIL ADDRESS: STREET 1: 100 FRONT STREET STREET 2: SUITE 920 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 SC 13G 1 d720985_13-g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gottschalks Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 383485109 - -------------------------------------------------------------------------------- (CUSIP Number) November 22, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 383485109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Defiance Asset Management Fund, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 781,509 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 781,509 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 781,509 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.83% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 383485109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Defiance Asset Management GP, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 781,509 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 781,509 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 781,509 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.83% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 383485109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Defiance Asset Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,088,200 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,088,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,088,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.11% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA; OO CUSIP No. 383485109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert J. Marcin 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,088,200 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,088,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,088,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.11% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 383485109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steve Epstein 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,088,200 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,088,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,088,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.11% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 383485109 --------------------- Item 1(a). Name of Issuer: Gottschalks Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 7 River Park Place East Fresno, California 93720 -------------------------------------------------------------------- Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing: Defiance Asset Management Fund, LP - Delaware Defiance Asset Management GP, L.P. - Delaware Defiance Asset Management, LLC - Delaware Robert J. Marcin - United States Steve Epstein - United States 100 Front Street Suite 920 West Conshohocken, PA 19428 United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, $0.01 par value -------------------------------------------------------------------- (e). CUSIP Number: 383485109 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Defiance Asset Management Fund, LP - 781,509 Defiance Asset Management GP, L.P. - 781,509 Defiance Asset Management, LLC - 1,088,200 Robert J. Marcin - 1,088,200 Steve Epstein - 1,088,200 -------------------------------------------------------------------- (b) Percent of class: Defiance Asset Management Fund, LP - 5.83% Defiance Asset Management GP, L.P. - 5.83% Defiance Asset Management, LLC - 8.11% Robert J. Marcin - 8.11% Steve Epstein - 8.11% -------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Defiance Asset Management Fund, LP - 0 Defiance Asset Management GP, L.P. - 0 Defiance Asset Management, LLC - 0 Robert J. Marcin - 0 Steve Epstein - 0 (ii) Shared power to vote or to direct the vote: Defiance Asset Management Fund, LP - 781,509 Defiance Asset Management GP, L.P. -- 781,509 Defiance Asset Management, LLC - 1,088,200 Robert J. Marcin - 1,088,200 Steve Epstein - 1,088,200 (iii) Sole power to dispose or to direct the disposition of: Defiance Asset Management Fund, LP - 0 Defiance Asset Management GP, L.P. -- 0 Defiance Asset Management, LLC - 0 Robert J. Marcin - 0 Steve Epstein - 0 (iv) Shared power to dispose or to direct the disposition of: Defiance Asset Management Fund, LP - 781,509 Defiance Asset Management GP, L.P. -- 781,509 Defiance Asset Management, LLC - 1,088,200 Robert J. Marcin - 1,088,200 Steve Epstein - 1,088,200 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. -------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A -------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A -------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A -------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A -------------------------------------------------------------------- Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DEFIANCE ASSET MANAGEMENT FUND, LP By: Defiance Asset Management GP, L.P., its General Partner By: /s/ Robert J. Marcin ------------------------- Robert J. Marcin DEFIANCE ASSET MANAGEMENT GP, L.P.* By: /s/ Robert J. Marcin ------------------------- Robert J. Marcin DEFIANCE ASSET MANAGEMENT, LLC* By: /s/ Robert J. Marcin* ------------------------- Robert J. Marcin /s/ ROBERT J. MARCIN* - --------------------- Robert J. Marcin /s/ STEVE EPSTEIN* - --------------------- Steve Epstein December 1, 2006 - ---------- * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated December 1, 2006, 2006 relating to the Common Stock, $0.01 par value of Gottschalks Inc. shall be filed on behalf of the undersigned. DEFIANCE ASSET MANAGEMENT FUND, LP By: Defiance Asset Management GP, L.P., its General Partner By: /s/ Robert J. Marcin ------------------------- Robert J. Marcin DEFIANCE ASSET MANAGEMENT GP, L.P.* By: /s/ Robert J. Marcin ------------------------- Robert J. Marcin DEFIANCE ASSET MANAGEMENT, LLC* By: /s/ Robert J. Marcin* ------------------------- Robert J. Marcin /s/ ROBERT J. MARCIN* - --------------------- Robert J. Marcin /s/ STEVE EPSTEIN* - --------------------- Steve Epstein - ---------- * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. SK 23245 0003 720985 -----END PRIVACY-ENHANCED MESSAGE-----